ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Park-Ohio Industries, Inc | GAMCO Components Group LLC | Amcast Industrial Corporation

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Ohio Date: 8/27/2004
Industry: Misc. Fabricated Products Law Firm: Barnes & Thornburg LLP; Calfee, Halter & Griswold LLP Sector: Basic Materials

ASSET PURCHASE AGREEMENT

among

Park-Ohio Industries, Inc.

(Parent)

GAMCO Components Group LLC

(Purchaser)

and

Amcast Industrial Corporation

(Seller)

Dated as of August 23, 2004

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TABLE OF CONTENTS

1. AGREEMENT TO SELL AND AGREEMENT TO PURCHASE..............................1

1.1 Assets to be Conveyed..............................................1

1.2 Excluded Assets....................................................3

1.3 Closing............................................................4

2. CONSIDERATION TO BE PAID BY PURCHASER....................................4

2.1 Purchase Price for Acquired Assets; Payment Thereof................4

2.2 Liabilities Assumed by Purchaser...................................5

2.3 Liabilities Not Assumed by Parent or Purchaser.....................5

2.4 Purchase Price Adjustment..........................................6

2.5 Sales Taxes........................................................7

2.6 Price Allocation...................................................7

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER...................8

3.1 Organization, Good Standing, Authority and Enforceability..........8

3.2 Agreement Not in Breach of Other Instruments.......................8

3.3 Consents...........................................................8

3.4 Available Funds....................................................8

3.5 No Brokerage Fees..................................................8

3.6 Due Diligence Matters..............................................8

4. REPRESENTATIONS AND WARRANTIES OF SELLER.................................9

4.1 Organization, Good Standing and Authority..........................9

4.2 Authorization of Agreement.........................................9

4.3 Acquired Assets....................................................9

4.4 Financial Statements..............................................10

4.5 Real Property and Leaseholds......................................10

4.6 Tangible Personal Property Other Than Inventory...................11

4.7 Intellectual Property Assets......................................12

4.8 Insurance.........................................................12

4.9 Environmental Matters.............................................12

4.10 Employment Matters................................................13

4.11 Employee Benefit Plans............................................14

4.12 Assumed Contracts.................................................14

4.13 Consents..........................................................15

4.14 Liabilities.......................................................15

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4.15 Disclaimer........................................................15

4.16 Inventory.........................................................15

4.17 Products Liability and Warranty...................................15

4.18 Customers and Suppliers...........................................16

4.19 Litigation........................................................16

4.20 Taxes.............................................................16

4.21 Agreements and Transactions with Related Parties..................16

4.22 Absence of Changes................................................17

4.23 Compliance with Laws..............................................17

4.24 Utilities.........................................................18

4.25 Receivables.......................................................18

4.26 No Broker's Fees..................................................18

4.27 No other Representations and Warranties...........................18

5. CERTAIN UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES....................18

5.1 Reasonable Efforts; Further Assurances............................18

5.2 Covenant Not to Compete...........................................19

5.3 Accounts Receivable...............................................19

5.4 Employees.........................................................19

5.5 Consents..........................................................20

5.6 Use of Business Names by Purchaser................................20

5.7 Bulk Transfer Laws................................................20

5.8 Employee Benefit Matters..........................................20

5.9 Prorations........................................................21

5.10 Access to Records.................................................21

5.11 Tax Matters.......................................................21

5.12 Environmental Matters.............................................21

6. CONDITIONS TO CLOSING...................................................22

6.1 Conditions to Obligations of each Party...........................22

6.2 Conditions to Obligations of Purchaser and Parent.................22

6.3 Conditions to Obligations of Seller...............................23

7. INDEMNIFICATION.........................................................24

7.1 Indemnification by Seller.........................................24

7.2 Indemnification by Parent and Purchaser...........................26

7.3 Determination of Loss.............................................28

7.4 Limitations on Indemnification....................................28

7.5 Indemnification Procedure.........................................34

7.6 Exclusive Remedy..................................................35

8. ADDITIONAL COVENANTS AND AGREEMENTS.....................................35

8.1 Expenses..........................................................35

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8.2 Public Releases...................................................35

9. MISCELLANEOUS...........................................................35

9.1 Entire Agreement..................................................35

9.2 Amendments; Waiver................................................35

9.3 Successors; Assignment............................................36

9.4 Notices...........................................................36

9.5 Severability......................................................37

9.6 No Third Party Beneficiary........................................37

9.7 Applicable Law....................................................37

9.8 Arbitration.......................................................37

9.9 Counterparts......................................................38

9.10 Headings; Construction............................................38

9.11 Consent to Service of Process and Jurisdiction....................38

9.12 Certain Information...............................................39

10. Certain Definitions.....................................................39

10.1 Definitions.......................................................39

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement") is dated as of August 23, 2004,

among Park-Ohio Industries, Inc., an Ohio corporation ("Parent"), GAMCO

Components Group LLC, an Ohio limited liability company ("Purchaser") and Amcast

Industrial Corporation, an Ohio corporation ("Seller"). Section 10 of this

Agreement defines certain capitalized terms used but not elsewhere defined in

this Agreement.

RECITALS:

A. WHEREAS, Seller is engaged in the business of manufacturing and selling

to original equipment manufacturers and tier-one suppliers in the automotive

industry aluminum castings, produced using gravity and low-pressure production

processes, for suspension and brake systems for use on automobiles and light

trucks as conducted at the Facilities (the "Business").

B. WHEREAS, Parent, primarily through its subsidiaries, is a provider of

supply chain logistics services and a manufacturer of highly engineered

products;

C. WHEREAS, Purchaser is a direct or indirect wholly owned subsidiary of

Parent; and

D. WHEREAS, Purchaser desires to purchase substantially all of the assets

of Seller used exclusively by Seller in or necessary for the operation of the

Business (other than the Facility located in Cedarburg, Wisconsin), and Seller

desires to sell such assets to Purchaser, all upon the terms and conditions

hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual promises and

covenants herein contained and for other good and valuable consideration, the

receipt and adequacy of which hereby are acknowledged, the parties hereto agree

as follows:

1. AGREEMENT TO SELL AND AGREEMENT TO PURCHASE.

1.1 Assets to be Conveyed. On the terms and subject to the conditions set

forth herein, and except as provided in Section 1.2 hereof, on the Closing Date

(as defined in Section 1.3 hereof), Seller shall convey, sell, transfer, assign

and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from

Seller, the following assets owned by Seller as of the Closing Date but only to

the extent that such assets are used exclusively by Seller in or are necessary

for the operation of the Business at the Facilities (collectively, the "Acquired

Assets"):

(a) All inventories of finished goods, raw materials, work in process,

spare parts, replacement and component parts (collectively, the "Inventory");

(b) All machinery and equipment, including those items listed on Schedule

1.1(b) (the "M&E")

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supplies, packaging materials, computers, tools, furniture and other tangible

personal property, including those items listed on Schedule 1.1(c);

(d) The prepaid items, deposits, advance payments, deferred charges and

other similar assets listed on Schedule 1.1(d) hereto (the "Prepaid Expenses");

(e) All accounts and notes receivable and any security held by Seller for

the payment thereof, including those items listed on Schedule 1.1(e) (the

"Accounts Receivable");

(f) All customer lists, computer software and software in progress, sales

brochures, data bases, books and records, correspondence and production records;

(g) All warranties and guaranties by, and rights, choses in action and

claims, known or unknown, matured or unmatured, accrued or contingent against,

third parties;

(h) Seller's right, title and interest in and to all contracts, agreements

and commitments (including unfilled customer and purchase orders) to which

Seller is a party at the Closing Date or by which any of the Acquired Assets is

then bound and, in each case, which are utilized in the conduct of the Business

(all of the foregoing to be assigned to Purchaser pursuant hereto (subject to

Section 5.5), including the Agreement between Amcast Automotive (Richmond Plant)

and United Automobile, Aerospace & Agricultural Implement Workers of America,

UAW and Local 2374 dated October 6, 2000 and the Agreement between Amcast

Automotive (Cedarburg Plant) and Local 185 Glass Molders, Pottery, Plastics &

Allied Workers International Union (AFL-CIO, CLC) dated April 28, 2002

(collectively, the "Union Contracts"), are hereinafter referred to collectively

as the "Assumed Contracts" and individually as an "Assumed Contract");

(i) Motor vehicles listed on Schedule 1.1(i) hereto;

(j) Those leasehold improvements and construction in progress with respect

to the Owned Real Property as set forth on Schedule 1.1(j) hereto;

(k) All intellectual property licenses, patents, patent applications,

copyrights, copyright applications, trademarks, trademark registrations issued

or applied for, trade names, computer programs and formula, including those

items listed on Schedule 1.1(k) (the "Intellectual Property Assets");

(l) The owned real estate described on Schedule 1.1(l), together with all

rights of way, licenses, permits, easements and appurtenances thereto (the

"Owned Real Property");

(m) (i) the Industrial Development Project Lease by and between Amcast and

Richmond Power and Light dated August 31, 1992, (ii) the Lease Agreement by and

between Amcast and Bellevue Partners, LLC, dated October 28, 1999, including

extension dated November 19, 2003, and (iii) the Lease dated March 9, 1994

between Amcast Automotive, Inc. and GALLERIA EQUITIES, LLC, as successor to FCN

Associates, L.L.C., as supplemented by that certain Commencement Date Amendment

dated March 6, 1994 and as amended by a First Amendment to Lease dated November

3, 1998 and a Second Amendment to Lease dated March 26, 2004 (collectively, the

"Real Property Leases");

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(n) All business, proprietary and confidential information, including trade

secrets, capabilities, technical information, know-how, process technology,

ideas, designs, processes, procedures, algorithms, discoveries, inventions,

blueprints, engineering data, patterns, bills of materials, and drawings and

specifications, and all improvements thereof;

(o) All governmental approvals, licenses and permits which are utilized in

the conduct of the Business, including those listed on Schedule 1.1(o) (the

"Transferred Permits"); and

(p) All goodwill associated with the other Acquired Assets.

1.2 Excluded Assets. Notwithstanding anything contained in Section 1.1

hereof to the contrary, Seller is not selling, and Purchaser is not purchasing,

pursuant to this Agreement, any of the following, all of which shall be retained

by Seller (the "Excluded Assets"):

(a) Any cash, investments and other cash equivalents;

(b) Seller's minute books, Tax returns and other organizational documents,

and Seller's financial records and employment records, other than those

employment records pertaining to Employees and allowed to be transferred to

Purchaser under applicable Laws;

the Business, but as of the Closing Date, are subleased to Affiliates of Seller

or other divisions of Seller, including the assets set forth on Schedule 1.2(c);

(d) All qualifications to transact business as a foreign corporation,

arrangements with registered agents with respect to foreign qualifications, and

taxpayer and other identification numbers;

(e) Any Tax benefits and rights to refunds, including rights to any net

operating losses;

(f) Any contracts or rights relating to borrowed money;

(g) Any contracts, agreements or rights between Seller and any of its

Affiliates, including any Tax-sharing agreements;

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(h) All insurance contracts and policies, insurance refunds from prepaid

insurance, and insurance deposits, recoveries and rights under any current or

prior insurance contracts or policies;

(i) Any pension, profit sharing, welfare or other benefit plans, and any

assets, contracts or rights relating to any such plans;

(j) The trademarks, trade names and business names "Amcast," "Izumi" and

any and all variations thereof and any related goodwill, trademark applications

and registrations, and internet domain names which consist of or incorporate the

names "Amcast" and "Izumi" and any and all variations thereof;

(k) The real property lease described on Schedule 1.2(k) for the Facility

located in Detroit, Michigan;

(l) All tangible assets located at Seller's facilities in Dayton, Ohio and

at the leased Facility in Detroit, Michigan described on Schedule 1.2(k);

(m) Seller's real property located in Cedarburg, Wisconsin together with

all rights of way, licenses, permits, easements and appurtenances thereto (the

"Cedarburg Facility");

(n) Any assets or rights certain benefits of which are provided to

Purchaser pursuant to a mutually acceptable transition services agreement

executed by Seller and Purchaser at Closing (the "Transition Services

Agreement"); and

(o) The assets listed on Schedule 1.2(o).

1.3 Closing. The closing of the transactions herein contemplated (the

"Closing") shall, unless another date, time or place is agreed to by the

parties, take place at the offices of Seller in Dayton, Ohio, at 10 A.M., local

time, simultaneously with the execution of this Agreement and will be effective

as of the date of this Agreement (the "Closing Date").

2. CONSIDERATION TO BE PAID BY PURCHASER.

2.1 Purchase Price for Acquired Assets; Payment Thereof. The purchase price

for the Acquired Assets shall be $10,000,000 (Ten Million Dollars) (the "Initial

Cash Purchase Price"), subject to adjustment pursuant to Section 2.4 below, plus

the assumption of the Assumed Liabilities (as defined in Section 2.2). At the

Closing, Purchaser shall pay, in cash, certified check, wire transfer or other

immediately available funds ("Immediately Available Funds"), (a) $500,000 of the

Initial Cash Purchase Price to an escrow agent designated by Seller and

Purchaser, which amount shall be held and disbursed in accordance with the terms

of a mutually acceptable escrow agreement ("Escrow Agreement") that provides,

among other things, for the escrowed funds to be disbursed to Purchaser to

satisfy any indemnification obligations of Seller under Section 7 of this

Agreement and the balance to be paid to Seller 18 months after Closing, and (b)

the balance of the Initial Cash Purchase Price to Seller, less the $250,000

deposit which Seller previously received from Purchaser and which shall be

retained by Seller at Closing.

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2.2 Liabilities Assumed by Purchaser. As further consideration for the

purchase of the Acquired Assets and consummation of the other transactions

contemplated hereby, on the Closing Date, Purchaser shall, and Parent shall

cause Purchaser to, assume and agree to pay, perform and discharge in full, when

due, the following liabilities of Seller with respect to the Business (the

"Assumed Liabilities") by execution and delivery to Seller of an instrument of

assumption reasonably satisfactory to Seller (the "Instrument of Assumption"):

(a) All obligations and liabilities arising under or associated with the

Assumed Contracts, including all obligations and liabilities arising under or

associated with any Assumed Contract requiring the consent of any third party to

be assigned to Purchaser pursuant hereto, regardless of whether such consent is

delivered to Purchaser at or after Closing; provided, however, that the

obligations and liabilities arising under and associated with any Assumed

Contract that is the subject of a Material Consent (as defined in Section

6.2(h)) listed on Schedule 6.2(h) hereto shall be assumed, paid, performed and

discharged by Purchaser if, and only if, such Material Consent is delivered to

Purchaser at Closing; and provided further, however, that the Assumed

Liabilities shall not include any pension or welfare benefit plan liabilities

arising under or associated with the Union Contracts for periods prior to

Closing other than any such welfare benefit plan liabilities that are reflected

on, accrued for or reserved against on the Final Closing Working Capital

Statement, which shall be Assumed Liabilities;

(b) All accounts payable and other liabilities reflected on, accrued for or

reserved against in the Final Closing Working Capital Statement, but only to

such extent, including all accrued payroll, accrued vacation and accrued sick

pay liabilities, medical program liabilities, all accrued payroll Taxes, all

accrued real and personal property Taxes (all such Taxes being assumed by

Purchaser are referred to in this Agreement as the "Affected Taxes"), workers'

compensation claims, and all other current liabilities of Seller with respect to

the Business;

are made pursuant to and consistent with, the terms of Seller's standard

outstanding warranty obligations, which terms are specifically identified on

Schedule 4.17 hereto (but excluding any Product Liability Claims (as defined in

Section 7.1(e)) with respect to any goods manufactured or sold or services

provided by the Business before and after Closing, but only to the extent

reflected on, accrued for or reserved against in the Final Closing Working

Capital Statement; and

(d) The employment and retention obligations of Seller set forth on

Schedule 2.2(d).

2.3 Liabilities Not Assumed by Parent or Purchaser. (a) Except for the

Assumed Liabilities, neither Parent nor Purchaser shall assume or be liable or

responsible for, whether as a successor or otherwise, any obligation or

liability of Seller of any kind or nature whatsoever.

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2.4 Purchase Price Adjustment.

(a) The Initial Cash Purchase Price shall be adjusted by an amount (which

may be a positive or negative number) equal to the difference between the

Working Capital (as defined below) of the Business at Closing as set forth on

the Final Closing Working Capital Statement and $3,625,000 (the "Target Working

Capital").

(b) Seller shall prepare and deliver to Purchaser within 45 days after

Closing an unaudited statement of Working Capital as of the Closing Date in

accordance with the same methodologies, assumptions and accounting practices

used to prepare the Audited Financial Statements (as defined in Section 4.4)

(the "Closing Working Capital Statement") and the methodology used to prepare

the Target Working Capital as set forth in Schedule 2.4(b). Purchaser shall

provide Seller reasonable access to all books, records and other documents and

information requested by Seller to prepare the Closing Working Capital

Statement. Purchaser shall have 45 days from the date on which the Closing

Working Capital Statement is delivered to it to review the Closing Working

Capital Statement (the "Review Period"). During the Review Period Seller shall

provide Purchaser reasonable access to the information used by Seller to prepare

the Closing Working Capital Statement for purposes of Purchaser's review.

Purchaser may dispute items or amounts reflected on the Closing Working Capital

Statement on any reasonable basis consistent with this Agreement and with

Seller's historical accounting methodologies, assumptions and practices, by

delivering to Seller, on or prior to the last day of the Review Period, a notice

of objection setting forth, in reasonable detail, each disputed item or amount

and the basis for Purchaser's disagreement therewith, together with supporting

calculations. If no notice of objection is received by Seller on or prior to the

last day of the Review Period, the Closing Working Capital Statement shall be

deemed accepted by Parent and Purchaser and shall be final, binding and

conclusive on Parent and Purchaser. If Purchaser gives such notice of objection,

then Purchaser and Seller shall use their reasonable efforts to resolve such

dispute. In the event such dispute is not resolved by the parties within fifteen

(15) days of the receipt of notice of such objection by Seller, then the issues

in dispute shall be submitted to BDO Seidman, LLP, certified public accountants

(the "Accountants") and the Accountants shall determine the Working Capital of

the Business at Closing in accordance with the terms of this Agreement,

including the first sentence of this Section 2.4(b), but within the range of

differences between the parties. If issues in dispute are submitted to the

Accountants for resolution, (i) each party shall furnish to the Accountants such

workpapers and other documents and information relating to the disputed issues

and the Closing Working Capital Statement as the Accountants may request

(including a copy of this Agreement) and which are available to that party (or

its independent public accountants), and shall be afforded the opportunity to

present to the Accountants any material relating to the determination and to

discuss the determination with the Accountants; (ii) the determination by the

Accountants, which shall be set forth in a written notice delivered to Seller

and Purchaser as soon as practical by the Accountants, shall be final, binding

and conclusive on the parties for all purposes; and (iii) Parent and Purchaser

shall bear one-half and Seller shall bear one-half of the fees of the

Accountants for such determination. The Closing Working Capital Statement and

Initial Cash Purchase Price, as both are finally adjusted pursuant to this

Section, are referred to in this Agreement as the "Final Closing Working Capital

Statement" and the "Final Cash Purchase Price," respectively.

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the Working Capital of the Business at Closing, whether by the passing of the

forty-five (45) day objection period without written notice of objection as set

forth in subsection (b) above, or by the resolution of the parties or the

determination of the Accountants, if the Working Capital of the Business at

Closing as finally determined is greater than the Target Working Capital,

Purchaser shall pay such difference to Seller, and if the Working Capital of the

Business at Closing as finally determined is less than the Target Working

Capital, Seller shall pay such difference to Purchaser. Payments must be made in

Immediately Available Funds as requested by the party receiving the funds.

(d) For purposes hereof, the term "Working Capital" shall mean (i) the sum

of Total Receivables, Total Inventory and Total Other Current Assets, less (ii)

the sum of Total Accounts Payable, Total Compensation Accruals, Total

Withholding Accruals, Total Accrued Worker's Compensation, Total Benefits

Accruals, Total Miscellaneous Accruals and Total Accrued Taxes, as these terms

are commonly used as line item categories in the internally prepared balance

sheet for the Business. Notwithstanding the foregoing, for purposes of this

Agreement, Working Capital shall not include (A) bank debt, (B) costs and

expenses associated with the transactions contemplated by this Agreement, or (C)

long-term indebtedness and the current portion of any such long term

indebtedness.

2.5 Sales Taxes. Seller shall be responsible for and duly pay one-half, and

Purchaser shall be responsible for and duly pay one-half, of all sales, use,

excise, transfer, value added and similar Taxes imposed by any Government in any

jurisdiction on the purchase and sale of any of the Acquired Assets.

2.6 Price Allocation. Promptly following the determination of the Final

Cash Purchase Price pursuant to Section 2.4, Purchaser shall cause to be

prepared and delivered to Seller a schedule setting forth the allocation of the

Final Cash Purchase Price and the Assumed Liabilities that are taken into

account for federal income Tax purposes among the Acquired Assets. Such

allocation shall be subject to the review and approval of Seller, which approval

shall not be unreasonably withheld or delayed. The allocation of the Final Cash

Purchase Price and the Assumed Liabilities shall be made in accordance with (i)

the reasonable fair market value of such items and (ii) the provisions of

Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and

the rules and regulations promulgated thereunder, and shall be binding, to the

extent not in conflict with applicable Law, upon Parent, Purchaser and Seller

for all purposes (including financial and regulatory reporting purposes and Tax

purposes). Parent, Purchaser and Seller further agree to file, as applicable,

their respective U.S. federal income Tax returns and Form 8594 and, to the

extent not in conflict with applicable Law, their other Tax returns reflecting

such allocation and any other reports required by Section 1060 of the Code, in

accordance with said allocation. Each party agrees to prepare and timely file

all applicable IRS forms, to cooperate with the other parties in the preparation

of such forms and to furnish the other parties with a copy of such forms

prepared in draft, within a reasonable period before the due date thereof. In

addition, each party agrees to notify the other parties in the event any taxing

authority takes or purports to take a position inconsistent with the agreed-upon

allocations.

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3. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER.

Parent and Purchaser, jointly and severally, represent and warrant to, and

covenant and agree with, Seller that:

3.1 Organization, Good Standing, Authority and Enforceability. Parent is a

corporation duly organized, validly existing and in good standing under the Laws

of the State of Ohio. Purchaser is a limited liability company duly organized,

validly existing and in good standing under the Laws of the State of Ohio. Each

of Parent and Purchaser has all requisite power and authority to enter into this

Agreement and to consummate the transactions contemplated hereby. This Agreement

and each other agreement and instrument to be executed by Parent and/or

Purchaser in connection herewith have been (or upon execution shall have been)

duly executed and delivered by Parent and Purchaser, as applicable, have been

duly authorized by all necessary action and constitute (or upon execution shall

constitute) legal, valid and binding obligations of Parent and Purchaser, as

applicable, enforceable against Parent and Purchaser in accordance with their

respective terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other Laws relating to or affecting the rights and remedies of

creditors generally and to general principles of equity (regardless of whether

considered in a proceeding in equity or at law).

3.2 Agreement Not in Breach of Other Instruments. Neither the execution and

delivery of this Agreement by Parent or Purchaser nor the consummation of the

transactions contemplated herein shall result in a violation or breach of, or

constitute a default under (i) any agreement, indenture or other instrument to

which Parent or Purchaser is a party or by which it is bound, (ii) the

organizational and charter documents of Parent or Purchaser, (iii) any judgment,

decree, order or award of any court, Government or arbitrator by which Parent or

Purchaser is bound, or (iv) any Law applicable to Parent or Purchaser.

3.3 Consents. The execution and delivery of this Agreement by Parent or

Purchaser and the consummation of the transactions contemplated by this

Agreement by Parent or Purchaser (i) do not require the consent, approval or

action of, or any filing with or notice to, any Person or Government, except as

specified in Schedule 3.3, and (ii) do not require the consent or approval of

Parent's or Purchaser's respective shareholders or boards of directors, except

such as have been obtained and are in full force and effect.

3.4 Available Funds. Purchaser has readily available to it committed funds

sufficient to allow it to consummate the transactions contemplated by this

Agreement on a timely basis.

3.5 No Brokerage Fees. Neither Parent, Purchaser nor anyone acting on

Parent's or Purchaser's behalf has incurred any liability or obligation to pay

fees or commissions to any broker, finder or agent with respect to the

transactions contemplated by this Agreement for which Seller or any of its

Affiliates shall be liable.

3.6 Due Diligence Matters. Parent and Purchaser have carefully evaluated

the risks associated with the Acquired Assets and the operation of the Business

following the Closing. Parent and Purchaser have been given the opportunity to

ask questions and receive answers from Seller concerning the financial condition

of the Business and such other information pertaining to the purchase of the

Acquired Assets as Parent and Purchaser desire, and have been given the

opportunity to obtain additional information necessary to verify the accuracy

thereof. The foregoing shall not serve to diminish any representation or

warranty given by Seller hereunder.

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4. REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller represents and warrants to, and covenants and agrees with, Parent

and Purchaser that:

4.1 Organization, Good Standing and Authority. Seller is a corporation duly

organized, validly existing and in good standing under the Laws of the

jurisdiction of its incorporation. Seller has full corporate authority and power

to carry on its business as it is now conducted, and to own, lease or operate

the Acquired Assets. Seller is qualified to do business and is in good standing

as a foreign corporation in each jurisdiction in which its failure to obtain or

maintain such qualification or good standing would reasonably be expected to

have a Material Adverse Effect.

4.2 Authorization of Agreement. (a)

(a) Seller has all requisite power and authority to enter into this

Agreement and to consummate the transactions contemplated hereby. This Agreement

and each other agreement and instrument to be executed by Seller in connection

herewith have been (or upon execution shall have been) duly executed and

delivered by Seller, have been duly authorized by all necessary corporate or

partnership action and constitute (or upon execution shall constitute) legal,

valid and binding obligations of Seller, enforceable against Seller in

accordance with their respective terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium or other Laws relating to or affecting

the rights and remedies of creditors generally and to general principles of

equity (regardless of whether considered in a proceeding in equity or at law);

and

(b) Except as set forth in Schedule 4.2, neither the execution and delivery

of this Agreement by Seller nor the consummation of the transactions

contemplated herein shall result in a material violation or breach of, or

constitute a material default under (i) the Articles of Incorporation or By-Laws

of Seller, (ii) any material term or provision of any Assumed Contract or other

contract, indenture, note, mortgage, bond, security agreement, loan agreement,

guaranty, pledge, or other agreement, instrument or document to which Seller is

a party or by which Seller is bound, (iii) any judgment, decree, order or award

of any court, Government or arbitrator by which Seller is bound, or (iv) to

Seller's Knowledge any Law applicable to Seller.

4.3 Acquired Assets. Except as set forth in Schedule 4.3, Seller is, or at

the Closing shall be, the lawful owner of or have the right to use each of the

Acquired Assets owned or used by Seller in the Business, free and clear of all

Liens. Except for Excluded Assets and except as set forth on Schedule 4.3, there

are no assets or properties used exclusively in or necessary for the operation

of the Business and owned by any Person other than Seller that shall not be

leased or licensed to Purchaser under a valid, current lease or license

arrangement included among the Assumed Contracts or other Acquired Assets. The

tangible Acquired Assets shall be in the possession of Seller at Closing or at

such other locations set forth on Schedule 4.3. Except for the Excluded Assets,

there are no assets or properties used exclusively in or necessary for the

operation of the Business as currently conducted by Seller not included in the

Acquired Assets.

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4.4 Financial Statements. Seller has made available to Parent and Purchaser

copies of Seller's audited consolidated balance sheets as at August 31, 2003 and

August 31, 2002, and related consolidated audited statements of operations,

shareholders' equity and cash flows for each of the three years in the period

ended August 31, 2003 (the "Audited Financial Statements"). The Audited

Financial Statements include the opinion of Ernst & Young LLP, independent

certified public accountants, that such financial statements present fairly, in

all material respects, the consolidated financial position of Seller and

subsidiaries as at their respective dates and the consolidated results of their

operations and cash flows for each of the three years in the period ended August

31, 2003, in conformity with GAAP. Seller also has made available to Parent and

Purchaser copies of the unaudited balance sheet of the Business as at May 31,

2004 (the "Unaudited Balance Sheet"), and the unaudited statement of income of

the Business for the nine-month period then ended (such unaudited statement of

income, together with the Unaudited Balance Sheet, being collectively referred

to as the "Unaudited Financial Statements"). Except for footnotes, normal

year-end adjustments and as set forth in Schedule 4.4, the Unaudited Financial

Statements have been prepared in accordance with the same methodologies,

assumptions and accounting practices used to prepare the Audited Financial

Statements and present fairly, in all material respects, the financial condition

of the Business as at the date thereof and the results of operations of the

Business for the nine-month period then ended. The Audited Financial Statements

and the Unaudited Financial Statements are collectively referred to in this

Agreement as the "Financial Statements."

4.5 Real Property and Leaseholds. Except as set forth in Schedule 4.5:

(a) Seller owns, free and clear of all Liens, the Owned Real Property.

Seller owns the Cedarburg Facility free and clear of all Liens other than Liens

arising under or associated with the Amended and Restated Restructuring

Agreement, dated as of August 23, 2003, among Seller, KeyBank National

Association and certain other lenders party thereto and certain security and

mortgage agreements related to such Amended and Restated Restructuring

Agreement.

(b) The Owned Real Property constitutes all of the real property currently

owned by Seller and used for the operation of the Business as presently

conducted, other than the Cedarburg Facility and Seller's facility in Dayton,

Ohio. The real property leased by Seller under the Real Property Leases

constitutes all of the real property leased, subleased to, or otherwise occupied

(and not owned) by Seller and used for the operation of the Business as

presently conducted, other than the leased real property set forth on Schedule

1.2(k);

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of real estate leased by Seller under the Real Property Leases and the Cedarburg

Facility (collectively, the "Real Property") have adequate access to the

existing roads and other public rights of way for the operation of the Business

as presently conducted;

(d) To Seller's Knowledge, the present use, occupancy and operation of the

Real Property, and all aspects of the improvements to the Real Property (the

"Real Property Improvements"), are in compliance in all material respects with

all applicable Laws. To Seller's Knowledge, all Real Property Improvements are

located within the lot lines (and within the mandatory set-backs from such lot

lines established by applicable Law or otherwise) and not over areas subject to

easements or rights of way;

(e) To Seller's Knowledge, all material certificates of occupancy and other

permits and approvals required with respect to the Real Property Improvements

and the use, occupancy and operation thereof have been obtained and paid for and

are currently in effect, and Seller has not received any notices of violations

in connection with such items;

(f) To Seller's Knowledge, no portion of the Real Property is subject to

any classification, designation or determination of any Government or pursuant

to any Law that would reasonably be expected to materially restrict the current

use, occupancy or operation of the Real Property in connection with the Business

as currently conducted;

(g) Seller has made available to Purchaser correct and complete copies of

each Real Property Lease. Each of the Real Property Leases is valid and in full

force and effect, and Seller holds a valid and existing leasehold interest under

each of the Real Property Leases, free and clear of all Liens. Seller is not in

default under the terms of any Real Property Lease, and, to Seller's Knowledge,

no events have occurred and no circumstances exist which, if not remedied, and

whether with or without notice or the passage of time or both, would result in

such a default.

4.6 Tangible Personal Property Other Than Inventory.

(a) Except as set forth in Schedule 4.6, to Seller's Knowledge all of the

M&E and other items of tangible personal property included among the Acquired

Assets (other than the Inventory and office and maintenance supplies), or which

are leased by Seller pursuant to an Assumed Contract, have been operated by

Seller in material conformity with all applicable Laws, manufacturer's operating

manuals, manufacturer's warranties, and insurance requirements.

(b) Except as set forth in Schedule 4.6, to Seller's Knowledge, all lessors

of all M&E and other tangible personal property leased to Seller pursuant to an

Assumed Contract have performed and satisfied in all material respects their

respective duties and obligations under such Assumed Contracts.

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4.7 Intellectual Property Assets. Except as set forth on Schedule 4.7:

(a) To Seller's Knowledge, Seller owns or has the right to use each

Intellectual Property Asset owned or used by Seller, free and clear of all

Liens;

(b) No interference Actions concerning Seller's use of any of its

Intellectual Property Assets are pending with a Government or, to Seller's

Knowledge, threatened;

Intellectual Property Assets owned by it in connection with the conduct of the

Business in the manner presently conducted and, to Seller's Knowledge, such use

does not violate in any respect the legally enforceable rights of any other

Person other than any such violation that would not reasonably be expected to

have a Material Adverse Effect. Except as set forth on Schedule 4.7, Seller has

not received any notice that the use of any Intellectual Property Asset

infringes upon or conflicts with any rights claimed by any other Person; and

(d) Seller has complied in all material respects with the terms of any

Assumed Contract respecting Intellectual Property Assets and, to Seller's

Knowledge, each other party to such Assumed Contract has complied in all

material respects with such terms.

4.8 Insurance. Schedule 4.8 lists each liability, crime, fidelity, fire,

product liability, workers' compensation, life and health insurance policy owned

by Seller with respect to the Business or the Acquired Assets, including for

each policy the name of the insurer, the type of policy and the amount of

coverage. Except as set forth on Schedule 4.8, to Seller's Knowledge, Seller has

not received any written notice from any such insurance company within the 12

months preceding the date hereof canceling or materially amending any insurance

policies applicable to the Business or, except in connection with or as a result

of general market or industry conditions, materially increasing the annual or

other premiums payable under any of such insurance policies, and to Seller's

Knowledge no such cancellation, amendment or material increase of premiums is

threatened.

4.9 Environmental Matters.

(a) Except as set forth on Schedule 4.9, Seller has not stored, treated,

disposed of, managed, generated, manufactured, produced, released (as "release"

is defined in Section 101(22) of the Comprehensive Environmental Response,

Compensation and Liability Act of 1980 ("CERCLA")), emitted or discharged in any

material respect any toxic, hazardous, explosive or otherwise dangerous

materials, substances, pollutants or wastes (as those terms are used in CERCLA,

the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery

Act of 1976, the Hazardous Materials Transportation Act, the Emergency Planning

and Community Right-to-Know Act or in any other Environmental Law ), petroleum

products, poly-chlorinated biphenyls, urea-formaldehyde foam, or radioactive

materials (all of the above being collectively referred to herein as "Hazardous

Materials") on, to, in, under or from the Real Property.

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(b) Except as set forth in Schedule 4.9, Seller (i) is conducting and,

during all applicable limitations periods, has conducted the Business in

material compliance with all Environmental Laws and has obtained and complied

with in all material respects all permits, licenses, consents, approvals,

registrations and other authorizations required under Environmental Law in order

to operate the Business as currently conducted, and (ii) Seller has not been

notified that it is potentially liable under, or received any written requests

for information or other correspondence under, any Environmental Law concerning

the Real Property.

filed with the appropriate jurisdictions all reports and filings required

pursuant to any Environmental Law applicable to or affecting the Business or the

Acquired Assets, and such reports and filings were accurate in all material

respects.

(d) Schedule 4.9 contains a list of all environmental studies, analyses and

reports prepared during the last five years and in Seller's possession relating

to the environmental condition of the Real Property, and Seller has made

available to Parent and Purchaser copies of all such studies, analyses and

reports, if any.

(e) Except as set forth on Schedule 4.9, no audit or other investigation

has been conducted by Seller or, to Seller's Knowledge, by any governmental

authority as to environmental matters at the Real Property within the past five

(5) years.

(f) Except as set forth on Schedule 4.9, with respect to the Business or

any Acquired Asset, Seller has not sent any Hazardous Material to a site that,

pursuant to any Environmental Law, has been placed on the National Priorities

List or any similar state list or is subject to, or the source of, any written

demand to Seller to take response, removal, corrective, remedial or other

responsive action under or pursuant to any Environmental Law or to pay for the

costs of any such action at the site.

(g) Except as set forth on Schedule 4.9, no Action against Seller to

enforce or impose liability under any Environmental Laws with respect to the

operation of the Business or any Real Property is pending or, to Seller's

Knowledge, threatened.

4.10 Employment Matters.

(a) For each Employee set forth on Schedule 4.10 is such Employee's date of

birth, date of hire, the years of service required under each applicable Plan

for purposes of eligibility, vesting and accrual of benefits, and annual salary

or hourly wage rate, as applicable, and accrued vacation. Seller or an Affiliate

has paid in full to all Employees, or made appropriate accruals for on the books

of account of Seller, all wages, commissions, bonuses and other direct

compensation for all services performed by them. Seller or an Affiliate has

withheld or collected from each payment made to each of the Employees the amount

of all Taxes required to be withheld or collected therefrom, and Seller or an

Affiliate has paid the same when due to the applicable Government agency.

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(b) Except as set forth on Schedule 4.10, (i) there are no pending or, to

Seller's Knowledge, threatened claims by any Employee or former Employee against

Seller with respect to the Business other than for compensation and benefits due

in the ordinary course of employment or workers' compensation claims arising in

the Ordinary Course of Business of the Business, (ii) there are no pending or,

to Seller's Knowledge, threatened claims against Seller with respect to the

Business arising out of any applicable Law relating to employment practices or

occupational or safety and health standards of the Business, (iii) there are no

pending or, to Seller's Knowledge, threatened labor disputes, strikes or work

stoppages against Seller affecting the Business, and (iv) to Seller's Knowledge,

there are no union organizing activities in process involving any of the

Employees with respect to the Business.

agreements to which Seller is a party and that relate to the Business.

(d) Schedule 4.10 identifies all Employees and former Employees and their

dependents receiving health benefits, or eligible to receive health benefits, as

required by COBRA. To Seller's Knowledge, notice of the availability of

healthcare continuation coverage for Employees, former Employees and their

respective dependents and qualified beneficiaries, in accordance with the

requirements of COBRA has been provided to all persons entitled thereto, and all

persons electing such coverage are being (or have been, if applicable) provided

such coverage.

4.11 Employee Benefit Plans. Schedule 4.11 hereto lists all plans,

programs, agreements, commitments and arrangements, including any "employee

benefit plan" within the meaning of Section 3(3) of ERISA, maintained by or on

behalf of Seller that provide any present or future benefits or compensation to,

or for the benefit of, any Employee or former Employee of Seller, or under which

Seller has any present or future liability with respect to any Employees (the

"Plans"), complete copies of which have been made available to Parent and

Purchaser. To Seller's Knowledge, except as set forth on Schedule 4.11, each

Plan, and the administration of each Plan, complies with all applicable Laws

(including, in the case of Plans which are intended to be tax-qualified, all

applicable provisions of the Code, including Sections 401(a) and 401(k)), except

for any noncompliance that would not reasonably be expected to have a Material

Adverse Effect. Except as set forth on Schedule 4.11, Seller has not, with

respect to the Business, established, maintained or contributed to or otherwise

participated in a multi-employer retirement plan (as defined in Section 3(37)(A)

of ERISA), any defined benefit plan within the meaning of Section 3(35) of

ERISA, or any other plan which is subject to the provisions of Sections 302 or

Title IV of ERISA or Section 412 of the Code, and Seller and all Affiliates of

Seller have timely made any contributions required by them to any such plan, and

have no unpaid withdrawal liability or termination liability under Title IV of

ERISA with respect to any such plan.

4.12 Assumed Contracts. Schedule 4.12 sets forth each Assumed Contract that

(a) cannot be terminated by Seller within ninety (90) days after the date of

this Agreement without any penalty or premium or (b) provides for annual

payments or receipts in excess of $100,000.00 in the aggregate. Except as set

forth on Schedule 4.12: each Assumed Contract is in full force and effect;

Seller has performed in all material respects its obligations under each Assumed

Contract; to Seller's Knowledge each other party to an Assumed Contract has

performed in all material respects each of its obligations under such Assumed

Contract; and to Seller's Knowledge no event has occurred which, with the giving

of notice or the lapse of time, or both, would constitute a material default or

breach on the part of Seller under any of the Assumed Contracts or on the part

of any other party to the Assumed Contracts.

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4.13 Consents. The execution and delivery of this Agreement by Seller and

the consummation of the transactions contemplated by this Agreement by Seller

(i) do not require the consent, approval or action of, or any filing with or

notice to, any Person or Government, except as specified in Schedule 4.13, and

(ii) do not require the consent or approval of Seller's shareholders or board of

directors, except such as has been obtained and is in full force and effect.

4.14 Liabilities. To Seller's Knowledge, Seller has no liability or

obligation (whether absolute, accrued, contingent or otherwise) with respect to

the Business that is of a nature required by GAAP to be recorded on financial

statements, except (i) those reflected on, accrued for or reserved against in

the Financial Statements or that will be reflected on, accrued for or reserved

against in the Final Closing Working Capital Statement, (ii) current liabilities

incurred in the Ordinary Course of Business of the Business since the date of

the Unaudited Balance Sheet, (iii) relating to transactions disclosed in or

contemplated by this Agreement (including the Schedules hereto), (iv) those that

have not had and would not reasonably be expected to have a Material Adverse

Effect, and (v) as set forth in Schedule 4.14.

4.15 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, (i) ALL ACQUIRED

ASSETS ARE BEING CONVEYED HEREUNDER ON AN "AS IS, WHERE IS" BASIS AND (ii)

EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER MAKES NO WARRANTIES OR

REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS OR THE

BUSINESS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE AND WARRANTIES AS TO THE PROSPECTS OF THE BUSINESS AFTER THE CLOSING.

ALL OF SUCH EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS ARE HEREBY

EXCLUDED, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

4.16 Inventory. To Seller's Knowledge, subject to any reserves included in

the Final Closing Working Capital Statement (the "Reserves"), all Inventory

reflected on the Final Closing Working Capital Statement shall be of a quality

and quantity suitable and useable in the Ordinary Course of Business of the

Business, except, subject to Reserves, for excess and obsolete items or items

below standard quality that in each case have been written off or written down

to net realizable value.

4.17 Products Liability and Warranty. (a) Except as set forth on Schedule

4.17, during the prior three years there has not been any, and currently there

is no pending or, to Seller's Knowledge, threatened Action against Seller nor to

Seller's Knowledge any circumstance that would reasonably be expected to result

in the filing of an Action against Seller, relating to, or otherwise involving,

any Product Liability Claims, but excluding any Actions or liability that has

not had and would not reasonably be expected to have a Material Adverse Effect.

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(b) Schedule 4.17 contains a true and complete copy of the terms and

conditions of Seller's standard warranties which are utilized in the Business.

Except as set forth and described on Schedule 4.17, Seller has not modified,

either orally or in writing, any of the terms or conditions of

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